Common use of Permitted Conduct Clause in Contracts

Permitted Conduct. Nothing in this Agreement shall prohibit or restrict the Participant from lawfully (a) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (b) responding to any inquiry or legal process directed to the Participant individually (and not directed to the Employer) from any such Governmental Authorities; (c) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (d) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made to the Participant’s attorney in relation to a lawsuit for retaliation against the Participant for reporting a suspected violation of law; or (iii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require the Participant to obtain prior authorization from the Employer before engaging in any conduct described in this paragraph, or to notify the Employer that the Participant engaged in any such conduct.

Permitted Conduct. Nothing in this Agreement shall prohibit or restrict the Participant Executive from lawfully lawfully: (a) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “"Governmental Authorities”") regarding a possible violation of any law; (b) responding to any inquiry or legal process directed to the Participant Executive individually (and not directed to the EmployerCompany and/or its subsidiaries) from any such Governmental Authorities; (c) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (d) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, the Participant Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (ia) is made (Ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (Bii) solely for the purpose of reporting or investigating a suspected violation of law; or (iib) is made to the Participant’s Executive's attorney in relation to a lawsuit for retaliation against the Participant Executive for reporting a suspected violation of law; or (iiic) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require the Participant Executive to obtain prior authorization from the Employer Company before engaging in any conduct described in this paragraph, or to notify the Employer Company that the Participant Executive has engaged in any such conduct.

Permitted Conduct. Nothing in this Agreement shall prohibit or restrict the Participant Executive from lawfully (ai) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (bii) responding to any inquiry or legal process directed to the Participant Executive individually (and not directed to the EmployerCompany and/or its subsidiaries) from any such Governmental Authorities; (ciii) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (div) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, the Participant Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (iA) is made (A1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B2) solely for the purpose of reporting or investigating a suspected violation of law; or (iiB) is made to the ParticipantExecutive’s attorney in relation to a lawsuit for retaliation against the Participant Executive for reporting a suspected violation of law; or (iiiC) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require the Participant Executive to obtain prior authorization from the Employer Company before engaging in any conduct described in this paragraph, or to notify the Employer Company that the Participant Executive has engaged in any such conduct.

Permitted Conduct. Nothing in this Agreement shall prohibit or restrict the Participant you from lawfully (aA) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental government or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (bB) responding to any inquiry or legal process directed directly to the Participant you individually (and not directed to the EmployerCompany) from any such Governmental Authorities; (cC) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (dD) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, the Participant you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (ia) is made (Ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (Bii) solely for the purpose of reporting or investigating a suspected violation of law; or (iib) is made to the Participant’s your attorney in relation to a lawsuit for retaliation against the Participant you for reporting a suspected violation of law; or (iiic) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require the Participant you to obtain prior authorization from the Employer Company before engaging in any conduct described in this paragraphParagraph, or to notify the Employer Company that the Participant you have engaged in any such conduct.

Permitted Conduct. Nothing in this Agreement shall prohibit or restrict the Participant you from lawfully lawfully: (a) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental government or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (b) responding to any inquiry or legal process directed directly to the Participant you individually (and not directed to the EmployerCompany) from any such Governmental Authorities; (c) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (d) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, the Participant you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (ia) is made (Ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (Bii) solely for the purpose of reporting or investigating a suspected violation of law; or (iib) is made to the Participant’s your attorney in relation to a lawsuit for retaliation against the Participant you for reporting a suspected violation of law; or (iiic) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require the Participant you to obtain prior authorization from the Employer Company before engaging in any conduct described in this paragraphParagraph, or to notify the Employer Company that the Participant you have engaged in any such conduct.

Permitted Conduct. Nothing in this Agreement shall prohibit or restrict the Participant you from lawfully (aA) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (bB) responding to any inquiry or legal process directed to the Participant you individually (and not directed to the EmployerCompany and/or its subsidiaries) from any such Governmental Authorities; (cC) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (dD) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, the Participant you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (ia) is made (Ai) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (Bii) solely for the purpose of reporting or investigating a suspected violation of law; or (iib) is made to the Participant’s your attorney in relation to a lawsuit for retaliation against the Participant you for reporting a suspected violation of law; or (iiic) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require the Participant you to obtain prior authorization from the Employer Company before engaging in any conduct described in this paragraph, or to notify the Employer Company that the Participant you have engaged in any such conduct.

Permitted Conduct. Nothing in this Agreement shall prohibit or restrict the Participant Optionee from lawfully (a) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (b) responding to any inquiry or legal process directed to the Participant Optionee individually (and not directed to the EmployerCompany) from any such Governmental Authorities; (c) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (d) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, the Participant Optionee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made to the ParticipantOptionee’s attorney in relation to a lawsuit for retaliation against the Participant Optionee for reporting a suspected violation of law; or (iii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require the Participant Optionee to obtain prior authorization from the Employer Company before engaging in any conduct described in this paragraph, or to notify the Employer Company that the Participant Optionee engaged in any such conduct.